Aspire Holdings Inc, operating as MarketValidate, ("MarketValidate") welcomes you to its website and any related webpages, mobile sites and platforms (collectively, including all content and functionality available through the MarketValidate.com domain name, the "Site"). This Terms of Service ("Terms of Service" or "Agreement") is a legal and binding agreement between MarketValidate and you that governs your use of the services available through the Site (the "Service").

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES. If you do not agree to these Terms of Service, you have no right to obtain information from or otherwise continue using or accessing the Service. BY ACCESSING THE SITE OR USING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO BE BOUND BY THIS TERMS OF SERVICE AND MARKETVALIDATE'S PRIVACY POLICY AND ANTI-SPAM POLICY. IF YOU DO NOT AGREE TO ALL OF THEIR RESPECTIVE TERMS, PLEASE DO NOT USE ANY PART OF THE SITE OR SERVICE AS YOU DO NOT HAVE MARKETVALIDATE'S AUTHORIZATION.

1. Registration and Eligibility

You are required to register on the Site for an account ("MarketValidate Account") to access and use the Service. In registering for a MarketValidate Account you represent and warrant that: (a) you are of legal age to form a binding contract and that you, or if you are registering on behalf of a person or entity, are authorized to register for the Service; (b) all information provided to MarketValidate is true, accurate and complete; and (c) you are the authorized signatory of the credit or charge card provided to MarketValidate to pay the Fees (as defined below). MarketValidate reserves the right in its sole discretion to refuse service, terminate or suspend accounts, and change any content as it sees fit, without prior notice or liability to you.

You expressly agree: (i) that MarketValidate has the right to suspend and/or terminate your account and refuse any and all current or further use of the Service if MarketValidate determines, in its sole discretion, that any information you provide is untrue, inaccurate, not current and/or incomplete; (ii) to protect your username and password at all times; (iii) to notify MarketValidate immediately of any unauthorized use of your account or any other need to deactivate your username and/or password due to security concerns; and (iv) that MarketValidate shall not be responsible for unauthorized access to or alteration of your data. MarketValidate is not liable for any harm caused or related to the theft or misappropriation of your username and/or password, disclosure or your username and/or password, or your authorization of anyone else to use your username and/or password. From time to time, MarketValidate may find it necessary to access your account. For instance, MarketValidate may access your account for support, maintenance or security-related reasons. In such event, MarketValidate will, if possible, provide you notice of its intent to use your username and password to do so. Regardless of whether such notice is provided, you acknowledge and consent to such access. Furthermore, recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and to comply with any other local laws affecting the transmission or posting of content or affecting the privacy of persons.

2. License and Access

MarketValidate grants you a limited license to access and make personal use the Site and the Service. Subject to the terms of this Agreement and upon your registration for a MarketValidate Account, MarketValidate hereby grants you a revocable, non-exclusive, non-transferable account enabling you to access and use the Service and the Site. All MarketValidate content that is made available to view and/or download in connection with the Service is owned by and is a copyrighted work of MarketValidate and/or is suppliers and is licensed, not sold.

For users who register an account and create and conduct a poll / survey through the Service (hereafter, "Survey Creators"), MarketValidate grants Survey Creators a license to disclose and share the survey questions, responses and results ("Survey Data") with their friends, colleagues, and other third parties. Except as otherwise provided, this limited license does not include any copying or downloading of any information from the Site for yourself or any other third party's benefit. You may not data-mine or use any robots for any purpose including but not limited to extracting data or other information from the Site. Should you violate any of these policies outlined in this Agreement, MarketValidate may terminate your access.

3. Proprietary Rights

Except for the limited license expressly granted herein, all right, title and interest in and to the Site, the Service and other content and materials related thereto and the technology and infrastructure used to provide them, are proprietary to MarketValidate and shall at all times remain the sole and exclusive property of MarketValidate and are protected by applicable intellectual property laws and treaties. All data and information related to the Site or collected by way of the Service on any website (the "Data"), other than survey data and information from survey creators and recipients, shall be the sole and exclusive property of MarketValidate. You acknowledge that you do not acquire any ownership rights in or to the Service or the Data, and agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from or through the Site or Service. All rights not expressly granted to you herein are reserved by MarketValidate.

4. User Content

You acknowledge and agree that: (a) all survey questions, responses, information, data, text, software, music, sound, photographs, images, video, survey responses, messages or other materials communicated or transmitted using the Site and the Service (collectively, "User Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from who such User Content originated; (b) you, and not MarketValidate, shall be responsible for all User Content that you upload, post, email, distribute, communicate, transmit, or otherwise make available using the Site and the Service or that is otherwise made available through the use of your account, whether or not authorized by you; (c) by using the Site and the Service, you may be exposed to User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, indecent, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable; (d) MarketValidate may use any User Content publicly transmitted on the Site or in the Service in whole or in part in any form; (e) you automatically grant (or represent and warrant that the owner of such User Content has expressly granted) MarketValidate a perpetual, irrevocable, non-terminable, worldwide, fully paid, royalty-free, non-exclusive, worldwide license to use, copy, distribute, publicly display, modify, make derivative works, and sublicense any User Content you publicly submit or make available through the Site.

MarketValidate does not control the User Content originating from users, respondents to user surveys, or other users of the Site and the Service, and does not guarantee the accuracy, integrity, or quality of such User Content. MarketValidate reserves the right to delete any User Content from its databases at any time and from time to time without notice to you. You acknowledge and agree that you are solely responsible for backing up any User Content uploaded to the Site or received by you through the use of the Service. MarketValidate shall not be liable for any purging, deletion, or failure to retain any such User Content.

You warrant, represent and agree that you will not contribute any User Content or otherwise use the MarketValidate Site in a manner that (i) infringes the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) you should know is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) adversely affects or reflects negatively on MarketValidate's goodwill, name or reputation or causes duress, distress or discomfort to MarketValidate or anyone else, or discourages any person, firm or enterprise from using all or any portion, feature, or function of the MarketValidate Site, or from advertising, liking or becoming a supplier to use in connection with the MarketValidate Site; (v) sends or results in the transmission or junk e-mail, chain letters, duplicative or unsolicited messages, or so-called 'spamming"; (vi) transmits, distributes or uploads programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horse, spyware, or other potentially harmful programs or other material or information; (vii) falsely reports to an employee or agent of MarketValidate; (viii) circumvents, disables or otherwise interferes with security-related features of the Site or its features that prevent or restrict use or copying of any content; and/or (ix) intercepts or attempts to intercept email or other private communications not intended for you. While it is not the intent of MarketValidate to discourage you from reporting problems about the Service, nonetheless, MarketValidate reserves the right to take such action as it deems appropriate and/or to remove any content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if MarketValidate is concerned that you may have breached the immediately preceding sentence), or for no reason at all.

5. Restrictions

You shall not: (i) use, or allow the use of, the Service, except pursuant to the limited rights expressly granted in this Agreement; (ii) use the Service in any manner to disseminate material, topics, content or questions in any format (images, audio, video, text) that are defamatory, profane, explicitly sexual in nature, pornographic, indecent, obscene and unlawful, including but not limited to hate speech (including but not limited to racial, ethnic and religious slurs), illegal drugs and child pornography (iii) attempt to reverse engineer, hack into, or comprise any aspect of the Service; (iv) use, reproduce, modify or create derivative works of the Service; (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; (vi) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Service; or (vii) transfer, lease, lend, sublicense, resell or otherwise distribute or allow third party access to all or any portion of the Service, including, but not limited to, by sharing your username and/or password. MarketValidate reserves the right in our sole discretion to terminate your account and/or access to the Service if you violate this Section 5 or breach any other term of this Agreement, or for any reason or no reason at all.

6. Communication

MarketValidate can communicate with you electronically either by posting information on the Site or by sending you emails. You consent to receive communications electronically from MarketValidate and its affiliates. You agree that all communications provided electronically satisfy any conditions or requirements that they be provided electronically.

7. Privacy

MarketValidate considers its users" privacy to be of the utmost importance. Please see MarketValidate's Privacy Policy for a detailed description of our information gathering and dissemination practices for the Site.

8. Indemnification

You agree to indemnify, hold harmless and defend, at your expense, against any and all third party claims, actions, proceedings, and suits brought against MarketValidate or any of its subsidiaries, officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees) incurred by MarketValidate or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) your breach of any term or condition of this Agreement, (ii) your use of the Service, (iii) your posting of any User Content, or (iv) your unauthorized use of the MarketValidate Site and Service. In such a case, MarketValidate will provide you with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. MarketValidate reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you.

You agree to indemnify and hold MarketValidate and its directors, officers, subsidiaries, agents, joint ventures, and employees harmless from any claim or demand, including reasonable attorney's fees, arising out of or related to your breach of this Terms of Service, or your violation of any law or third party rights.

9. Waiver and Release

YOU AGREE THAT NEITHER MARKETVALIDATE, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SITE AND THE SERVICE. YOU SPECIFICALLY ACKNOWLEDGE THAT MARKETVALIDATE SHALL NOT BE LIABLE FOR ANY USER CONTENT SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST MARKETVALIDATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF MARKETVALIDATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SITE AND THE SERVICE.

10. Disclaimers

10.1 Disclaimer of Warranties

MarketValidate does not represent or warrant that (a) the Service will be error-free or accessible at all times, (b) defects will be corrected, (c) the Service or the server that makes it available, are free of viruses or other harmful component, or (d) the use or the results of the use of the Service or the materials made available as part of the Service will be correct, accurate, timely, or otherwise reliable. MarketValidate does not guarantee, and shall have no liability for, any Service down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of your equipment, systems or local access services, (iii) for previously scheduled maintenance, or (iv) relating to events beyond MarketValidate's control such as, but not limited to, strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where MarketValidate or your servers are located or co-located.

YOUR USE THE SERVICE AND THE SITE AT YOUR SOLE RISK. THE SERVICE AND THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY MARKETVALIDATE, OR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE AND THE SITE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. MARKETVALIDATE DOES NOT WARRANT THAT THE SERVICE AND THE SITE WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. ALL MATERIALS DOWNLOADED AND/OR OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR, AND HEREBY WAIVE ANY DAMAGE, TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

10.2 Disclaimer of Third Party Content

You understand that when using the MarketValidate Site, you will be exposed to other users" comments and third party content from a variety of sources, and that MarketValidate is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such other clients" comments or third party content. Statements made in the MarketValidate Site, newsgroups, message boards, email, forums, and/or conferences, if any, reflect only the views of their authors. Forum managers, forum hosts, and/or content providers, if any, appearing on the MarketValidate Site are not authorized MarketValidate spokespersons, and their views do not necessarily reflect those of MarketValidate, and MarketValidate does not endorse any client comments or any opinion, recommendation, or advice expressed therein. You further understand and acknowledge that you may be exposed to other users" comments and third party content that may be defamatory, offensive, indecent, inaccurate, obscene, pornographic or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against MarketValidate with respect thereto. You are responsible for viewing and abiding by any privacy statements and terms of use posted in connection with these links. You agree that the Service may include advertisements and that these advertisements are necessary for MarketValidate to provide the MarketValidate Service. You further understand that the Service may include certain communications from MarketValidate that you cannot opt out of receiving.

11. Limitation of Liabilities

YOU AGREE THAT NEITHER MARKETVALIDATE NOR ANY OF ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF MARKETVALIDATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU. MARKETVALIDATE" CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID TO MARKETVALIDATE FOR USE OF THE SERVICE.

12. Links

The Site may provide links to other websites or resources. You acknowledge that MarketValidate is not responsible or liable in any way for the content, products, services, or other materials offered via these websites or resources. You also acknowledge that MarketValidate is in no way liable for any loss or damage caused or allegedly caused by the content, products, services, or other materials offered via these websites or resources.

13. Copyright and Trademarks

The entire contents of the Site are copyrighted as a collective work under the laws of the United States and Canada and other copyright laws. We hold the copyright in the collective work. Any redistribution, retransmission or publication of any copyrighted materials is strictly prohibited without the express written consent of the copyright owner. You may not use any Company logo or any other proprietary graphic or trademark without our express written permission.

The trademarks, graphics, designs and logos shown on the Site are registered and unregistered trademarks, service marks and trade dress of MarketValidate and other parties (the "Marks"). You are prohibited from using these Marks for any purposes without our written permission or any such third party which may own the Marks. You are prohibited from modifying, copying, distributing, displaying, publishing, selling, licensing, creating derivative works, or using any content on the Site for commercial or public purposes.

14. Copyright Policy and Digital Millennium Copyright Act (DMCA) Procedures

We respect the intellectual property of others, and require you to do the same. serve the right to terminate this Terms of Service information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Site of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, including telephone number and e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for our DMCA Agent for notice of claims of copyright infringement is: MarketValidate, 108 Stanley Avenue, Ottawa, Ontario Canada.

15. Modification

We reserve the right in our sole discretion to modify this Terms of Service and our Privacy Policy as we see fit. If we make any such changes, we will notify you via the email address tied to your account. We are not responsible should you not receive this message due to the actions of your email filtering or internet service provider. Please assign MarketValidate.com to the list of domains approved to send you emails. We will also display a notice above this Terms of Service for 30 days alerting you that it has been updated and revised. Should you continue using the Site after a Terms of Service or Privacy Policy change that will stand as acceptance of the changes.

16. Survival of Terms

Notwithstanding any other provision of this Terms of Service or any contrary legal principles, any provision of this Terms of Service that imposes continuing obligations on a party will survive the termination of this Terms of Service.

17. Resolution of Disputes—Mandatory Arbitration and Class Action Waiver

We offer the following process to help you resolve a complaint or Dispute (as defined below) that you may have with us, related to any access, use or issue with the Service or Site. Please read this section carefully. Our Customer Service Department, which you can reach via email to [email protected] or a letter, first class certified mail, to MarketValidate, 108 Stanley Avenue, Ottawa, Ontario Canada K1M1N9 , can help you resolve most of your concerns.

18. Miscellaneous

This Terms of Service and your relationship with MarketValidate is governed by and construed in accordance with the laws of Ontario. No waiver of any term, provision or condition of this Terms of Service, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. This Terms of Service governs your use of the Site and constitutes the complete and exclusive statement of the agreement between you and MarketValidate with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between you and MarketValidate concerning the Service. If any provision of this Terms of Service is shown to be invalid or unenforceable, the court should work to give effect to the parties" intention reflected by the provision, and such provision shall be deemed severable and shall not affect the validity and enforceability of remaining provisions. Headings of sections do not limit the scope of any section. They are meant for reference purposes only.